THIRD AMENDMENT
OF
FMC CORPORATION EMPLOYEES' RETIREMENT PROGRAM
PART II UNION HOURLY EMPLOYEES'
RETIREMENT PLAN
---------------
(As Amended and Restated Effective January 1, 1999)
WHEREAS, FMC Corporation (the "Company") maintains the FMC Corporation
Employees' Retirement Program Part II Union Hourly Employees' Retirement Plan
(the "Plan"); and
WHEREAS, the Company's existing businesses are being separated into two
independent businesses, to be known at FMC Corporation and FMC Technologies,
Inc. ("FTI"), in accordance with the terms of the Separation and Distribution
Agreement, by and between the Company and FTI; and
WHEREAS, in connection with such separation, certain Company employees are
transferring employment to FTI (the "FTI Employees"); and
WHEREAS, pursuant to the terms of the Employee Benefits Agreement by and
between the Company and FTI (the "Benefits Agreement") FTI has agreed to
establish a defined benefit pension plan that mirrors the terms of this Plan for
the benefit of the FTI Employees (the "FTI Plan") and has agreed to establish a
tax-exempt trust to accept a transfer of Plan assets attributable to the FTI
Employees; and
WHEREAS, it is desirable that the FTI Employees who are Plan participants
cease to accrue any benefit under this Plan after their transfer to FTI; and
WHEREAS, the Company has negotiated certain benefit increases with respect
to employees of covered by the collective bargaining agreements between the
Company and (i) the International Union, United Automobile, Aerospace and
Agricultural Implement Workers of
America Local No. 714 and (ii) the International Association of Machinists and
Aerospace Workers, AFL-CIO, District 76, Local Lodge 1180; and
WHEREAS, amendment of the Plan is now considered desirable to reflect these
changes.
NOW, THEREFORE, by virtue and in exercise of the powers reserved to the
Company under Section 11.1 of the Plan, and pursuant to authority delegated to
the undersigned officer of the Company by resolution of its Board of Directors,
the Plan is hereby amended, effective as of May 1, 2001, in the following
respects:
1. FTI shall cease being a Participating Employer under the Plan as of
May 1, 2001.
2. Effective on the date such FTI Employee's benefits under the Plan are
deemed transferred to and assumed by the FTI Plan pursuant to the Benefits
Agreement (the "FTI Effective Date"), each such FTI Employee shall cease being
an Eligible Employee under the Plan and such FTI Participant's participation in
the Plan shall cease.
3. Effective as of each respective FTI Employee's FTI Effective Date, such
FTI Employee shall cease accruing any Earnings, Years of Credited Service, Hours
of Service, Years of Vesting Service and any further benefits under the Plan,
unless and until the FTI Employee once again earns and Hour of Service as an
Employee of the Company or an Affiliate, other than FTI.
4. Each respective FTI Employee's FTI Effective Date shall be as a
Severance From Service Date for such FTI Employee.
5. Effective May 1, 2001 by revising Exhibit A, Merged Plans, to delete
the references to (a) Jetway Systems Division Pension Plan for Hourly Employees
(May 27, 1994); (b) FMC Corporation Retirement Plan for Hourly Employees -
Packaging Machinery Division,
2
Green Bay, WI (December 31, 1998); (c) Smith Meter, Inc. Erie Plant Industrial
Pension Plan (December 31, 1998); and (d) FMC Corporation Retirement Plan - Food
Processing Machinery Division, Hoopeston (December 31, 1998).
6. Effective May 1, 2001 by deleting Supplement 2 - Jetway Systems
Division Pension Plan for Hourly Employees; Supplement 3 - FMC Corporation
Retirement Plan for Hourly Employees - Packaging Machinery Division, Green Bay,
WI; Supplement 11 - Smith Meter, Inc. Erie Plant Industrial Pension Plan; and
Supplement 12 - FMC Corporation Retirement Plan - Food Processing Machinery
Division, Hoopeston to the Plan.
7. Effective May 1, 2001 by substituting the following for Supplement 7
Commercial Segment, San Jose California:
"SUPPLEMENT 7
COMMERCIAL SEGMENT, SAN JOSE, CALIFORNIA
----------------------------------------
7-1 Eligible Employees
------------------
The terms of this Supplement apply only to individuals
participating in the FMC Corporation Retirement Plan for San Jose
Commercial Segment Hourly Employees ("Prior Plan") on the Freeze Date
who were a part of the Woodlands Equipment Division and who had not
yet received a full distribution of their benefit under such Prior
Plan as of the Effective Date ("Participant").
7-2 Freeze Date
-----------
Effective December 19, 1980 ("Freeze Date"), the
Participants had their benefit in the Prior Plan frozen. No new
Participants entered the Prior Plan after the Freeze Date, and no
benefits accrued for Participants under the Prior Plan after the
Freeze Date.
7-3 Actuarial Equivalent
--------------------
Actuarial Equivalent, other than for purposes of Section
--------------------
12.8 of the Plan, shall be determined based on the 1951 Group Annuity
Mortality Table and 3.5% interest compounded annually.
3
7-4 Normal Retirement Date
----------------------
Normal Retirement Date means the first day of the month
----------------------
coinciding with or next following the Participant's 65th birthday.
7-5 Normal Retirement Benefit
-------------------------
A Participant's monthly Normal Retirement Benefit shall be
the Participant's monthly normal retirement benefit accrued under the
Prior Plan as of the Freeze Date.
7-6 Early Retirement Date
---------------------
Early Retirement Date means the later of the Participant's
55th birthday and the date the Participant acquires 10 Years of
Vesting Service.
7-7 Early Retirement Reduction Factor
---------------------------------
If a Participant's Early Retirement Benefit commences prior
to age 65, the Participant's Early Retirement Benefit shall be reduced
to the Actuarial Equivalent of the Participant's basic benefit in
accordance with Tables A or B attached hereto.
7-8 Termination Benefits Reduction Factor
-------------------------------------
If a Participant's Termination Benefit commences prior to
age 65, the Participant's Termination Benefit shall be reduced to the
Actuarial Equivalent of the Participant's basic benefit in accordance
with Tables A or B attached hereto."
8. Effective January 1, 2001, by substituting the following for Section
11-5 of Supplement 11 - Smith Meter, Inc. Erie Plant Industrial Pension Plan:
"A Participant's monthly Normal Retirement Benefit shall be determined by
multiplying the fixed rate provided below in effect on the date the
Participant's Years of Credited Service terminate, multiplied by the
Participant's Years of Credited Service:
Termination Date Benefit Rate
---------------- ------------
On or after January 1, 1999 and prior to January 1, 2001 $25.00
On or after January 1, 2001 and prior to January 1, 2002 $26.00
On or after January 1, 2002 and prior to January 1, 2003 $27.00
On or after January 1, 2003 and prior to January 1, 2004 $28.00
On or after January 1, 2004 and prior to January 1, 2005 $29.00
On or after January 1, 2005 $29.00
4
Each Participant whose Years of Credited Service terminates after January
1, 2001, but prior to January 1, 2004 shall have their Normal Retirement
Benefit recalculated effective January 1, 2004 using a monthly benefit rate
of $29.00, provided that any such recalculation shall not increase the
amount of Normal Retirement Benefit already paid to such Participant and
shall be applied solely to any Normal Retirement Benefit payable after
January 1, 2004. A Participant's monthly Normal Retirement Benefit shall be
increased by $20.00 per month after the Participant attains age 65, and by
an additional $20.00 per month after the Participant's spouse attains age
65."
9. Effective January 1, 2001, by substituting the following for Section
11-9 of Supplement 11 - Smith Meter, Inc. Erie Plant Industrial Pension Plan:
"The Participant's Disability Retirement Benefit shall be determined by
multiplying fixed rate provided below in effect on the date of his Total
and Permanent Disability commences, multiplied by the Participant's Years
of Credited Service as of such date:
Termination Date Benefit Rate
---------------- ------------
On or after January 1, 1999 and prior to January 1, 2001 $50.00
On or after January 1, 2001 and prior to January 1, 2002 $52.00
On or after January 1, 2002 and prior to January 1, 2003 $54.00
On or after January 1, 2003 and prior to January 1, 2004 $56.00
On or after January 1, 2004 and prior to January 1, 2005 $58.00
On or after January 1, 2005 $58.00
All disability retirement benefits shall be reduced by the amount of (a)
worker's compensation benefits; and (b) any present or future payments on
account of injury, disease or disability under the Federal Social Security
Act, as amended, or any other Federal or State law under which the Company
contributes through taxes or otherwise to benefits for injury, disease or
disability of Employees whether occupational or non-occupational; provided
however, that the provisions of this Section 11-9 shall not operate to
reduce the disability retirement benefits to less than the retirement
benefits to which the Participant would have been entitled had the
Participant reached the Participant's 62nd birthday at time of disability
retirement."
10. Effective January 20, 2001 by substituting the following for Section
15-5 of Supplement 15- Agricultural Chemical Division, Middleport, New York:
"A Participant's monthly Normal Retirement Benefit shall be determined by
multiplying the fixed rate provided below in effect on the date the
Participant's Years of Credited Service terminate, multiplied by the
Participant's Years of Credited Service:
5
Termination Date Benefit Rate
---------------- ------------
On or after January 20, 1998 $23.00
but before January 20, 1999
On or after January 20, 1999 $23.00
but before January 20, 2000
On or after January 20, 2000 $28.00
but before February 1, 2001
On or after February 1, 2001 $29.00
but before January 31, 2002
On or after February 1, 2002 $30.00
but before January 31, 2003
On or after February 1, 2003 $31.00
but before January 31, 2004
Notwithstanding the foregoing, and subject to the applicable terms of the
Plan a Participant who has attained age 62 and who has 10 or more Years of
Credited Service shall have their Normal Retirement Benefit based on the
following monthly benefit rates:
(a) if such Participant elects to commence Normal Retirement Benefits
or Early Retirement Benefits in calendar years 1998 or 1999 at a
rate equal to $28.00, or
(b) if such Participant elects to commence Normal Retirement Benefits
or Early Retirement Benefits in calendar years 2001 or 2002 at a
rate equal to $31.00."
IN WITNESS WHEREOF, the Company has caused this Third Amendment to be
executed by a duly authorized representative this 30th day of April, 2001.
FMC CORPORATION
By: Stephen F. Gates
--------------------
Member, Employee Welfare Benefits Plan
Committee
6